Common use of TERMINATION AND SUSPENSION OF SERVICES Clause in Contracts

TERMINATION AND SUSPENSION OF SERVICES. 11.1 As well as our other rights under law and in this Agreement, we have the right to terminate this Agreement or suspend our provision of Services to you without notice, and to be compensated by you for any losses or expenses incurred by us, if: (i) you do not make payments to us when they are due or your Account Limit is exceeded; or (ii) you do not perform or observe any other obligation under this Agreement (a “breach”) and where you have breached this Agreement and that breach can be remedied, you fail to remedy the breach within the reasonable time specified by us in our written notice requiring you to do so; (iii) a voluntary arrangement between you and your creditors is proposed, or a bankruptcy petition is presented or a bankruptcy order is made against you or you are sequestrated or a receiver or trustee is appointed in respect of your estate; (iv) we have reason to believe that you have provided us with false, inaccurate or misleading information either for the purpose of obtaining the Services and/or the Equipment from us or at any time during the provision of the Services and/or the Equipment; (v) you or another person at your premises commits, or is suspected in our reasonable opinion of committing, fraud or attempted fraud in connection with the use of the Services or the Equipment (including the use of the Services or the Equipment to commit or attempt to commit fraud); (vi) you do or allow anything to be done which is in breach of our User Policy; (vii); we are legally required to do so; (viii) you violate Section 20; or (ix) in our reasonable opinion it is otherwise necessary or desirable to do so. 11.2 Any exercise of our right to suspend the Services shall not exclude our right to later terminate this Agreement. We may refuse to restore the Services to you until we receive an acceptable assurance from you that there will be no further breach. 11.3 If, for reasons outside our control, the provision or maintenance of the Services to you proves impracticable, as determined in our sole discretion, we may discontinue the provision of the Services to you and refund you any Charges paid in advance by you to us. 11.4 If the Services are suspended as a result of a breach of this Agreement by you, we may impose a Charge to reflect our costs incurred in connection with suspending and/or recommencing the Services. In normal circumstances such Charge must be paid before the Services will be recommenced. You will continue to be liable to pay all Charges which are due for the Services and the Equipment during the period of suspension and any period in which you do not comply with this Agreement. Prior to restoring the Services following a breach of this Agreement by you (which restoration shall be at our absolute discretion), we may require assurances from you, a deposit from you or restrict the provision of the Services to you, in any form that we deem acceptable to ensure to our satisfaction that there will be no further breaches of this Agreement. 11.5 As well as your other rights, you shall have the right to terminate this Agreement by notice to us in writing if we fail to perform or observe any material obligation under this Agreement and (in the case of a breach capable of remedy) we fail to remedy the breach within a reasonable time from receiving from you a written notice specifying such breach and requiring us to remedy it. 11.6 After the Minimum Period expires this Agreement will continue until it is terminated by either of you or us giving the other one month’s prior notice. You must pay all relevant Charges up to the end of that one month notice period. 11.7 If you terminate this Agreement before the end of the Minimum Period other than in the circumstances outlined in Paragraph 12 you must pay us a cancellation charges as per Paragraph 3. 11.8 Where this Agreement is terminated for any reason or if any of the Services are cancelled we will be entitled to retain any money (including deposit monies and/or advance payments) held by us, and to apply that money towards any obligation or debt which you may owe to us. 11.9 Termination or suspension of this Agreement for whatever reason may result in the deletion of your remaining voice and email messages as well as all other data, and the closure of your email accounts and the disconnection of your telephone numbers, and we will be under no liability to you in respect of such deletion, closure and disconnection.

TERMINATION AND SUSPENSION OF SERVICES. 11.1 As well We may suspend the Services if We reasonably consider that performance of the Services may be illegal or may cause a risk of injury, illness or damage to people or property, until such time as our other rights under law and the circumstances have been remedied (at Your cost) to Our reasonable satisfaction. Suspension of Services in accordance with this Agreement, we have the right clause shall not entitle You to terminate the Agreement or make any Claim against Us. 11.2 You shall be deemed to have repudiated this Agreement or suspend our provision of Services to you without notice, and to be compensated by you for any losses or expenses incurred by us, ifif You: (ia) you do not make payments fail to us when they are pay any invoice by its due date or your Account Limit is exceeded; or (ii) you do not perform or observe breach any other obligation under this Agreement (a “breach”) and where you have breached term of this Agreement and that breach can be remedied, you You fail to remedy the breach your default within the reasonable time specified by us in our written notice requiring you 30 days after We ask You to do so; (iiib) enter into a voluntary scheme of arrangement between you and your creditors is proposedwith any of Your creditors, become bankrupt, insolvent, fail to comply with or set aside a bankruptcy petition is presented statutory demand or have a bankruptcy order is made against you or you are sequestrated or a liquidator, provisional liquidator, receiver or trustee is administrator appointed in respect of your estate; (iv) we have reason to believe that you have provided us with false, inaccurate or misleading information either for the purpose of obtaining the Services and/or the Equipment from us or at any time during the provision of the Services and/or the Equipment; (v) you or another person at your premises commits, or is suspected in our reasonable opinion of committing, fraud or attempted fraud in connection with the use of the Services or the Equipment (including the use of the Services or the Equipment to commit or attempt to commit fraud); (vi) you do or allow anything to be done which is in breach of our User Policy; (vii); we are legally required to do so; (viii) you violate Section 20You; or (ixc) in our reasonable opinion it is otherwise necessary express or desirable evidence, other than pursuant to do so. 11.2 Any exercise of our right Clause 2.3 or clause 2.4, an intention to suspend the Services shall not exclude our right to later terminate this Agreement. We may refuse to restore the Services to you until we receive an acceptable assurance from you that there will no longer be no further breach. 11.3 If, for reasons outside our control, the provision or maintenance of the Services to you proves impracticable, as determined in our sole discretion, we may discontinue the provision of the Services to you and refund you any Charges paid in advance bound by you to us. 11.4 If the Services are suspended as a result of a breach of this Agreement by you, we may impose a Charge to reflect our costs incurred in connection with suspending and/or recommencing the Services. In normal circumstances such Charge must be paid before the Services will be recommenced. You will continue to be liable to pay all Charges which are due for the Services and the Equipment during the period of suspension and any period in which you do not comply with this Agreement. Prior to restoring the Services following a breach of this Agreement by you (which restoration shall be at our absolute discretion), we may require assurances from you, a deposit from you or restrict the provision of the Services to you, in any form that we deem acceptable to ensure to our satisfaction that there will be no further breaches of this Agreement. 11.5 As well as your other rights, you shall have the right to terminate 11.3 If You repudiate this Agreement by notice We may: (a) treat the Agreement as remaining on foot, continue to us in writing if we fail to perform or observe any material obligation provide the Services and insist that You comply with Your obligations under this Agreement; (b) treat the Agreement as remaining on foot, but suspend the Services until such time as You are no longer in default under the Agreement; or (c) accept Your repudiation, terminate the Agreement, remove the Equipment from the Site and (in demand immediate payment of any unpaid invoices, amounts payable for services rendered but not invoiced as at the case date of a breach capable termination, costs payable by You for delivery, installation or removal of remedy) we fail Equipment and any liquidated damages or other amounts that We are entitled to remedy the breach within a reasonable time from receiving from you a written notice specifying such breach and requiring us to remedy itclaim. 11.6 After the Minimum Period expires this Agreement will continue until it is terminated by either of you or us giving the other one month’s prior notice. You must pay all relevant Charges up to the end of that one month notice period. 11.7 If you terminate this Agreement before the end of the Minimum Period other than in the circumstances outlined in Paragraph 12 you must pay us a cancellation charges as per Paragraph 3. 11.8 11.4 Where this Agreement is terminated for pursuant to Clause 11.3(c), You must pay Us, in addition to any reason or if any other amounts payable, liquidated damages calculated as follows: Liquidated Damages = (average monthly invoice amount during the 6 months preceding the month of the Services are cancelled we will be entitled to retain any money termination) x 12 / 365 x (including deposit monies and/or advance payments) held by us, and to apply that money towards any obligation or debt which you may owe to us. 11.9 Termination or suspension number of this Agreement for whatever reason may result days remaining in the deletion of your remaining voice and email messages as well as all other data, and the closure of your email accounts and the disconnection of your telephone numbers, and we will be under no liability Term immediately prior to you in respect of such deletion, closure and disconnection.termination) x 30%

TERMINATION AND SUSPENSION OF SERVICES. 11.1 As well as our 7.1 Termination of this Agreement for any reason shall not affect any rights or liabilities accrued at the termination date and all other rights and licences of the Customer under law and in this Agreement shall terminate on the termination date. 7.2 You may terminate any Contract by providing at least 90 days’ written notice to us prior to the expiry of the Initial Period or Renewal Period, as the case may be. 7.2.1 You may terminate a Contract at any time as a result of our material breach of warranties under this Agreement which (if capable of remedy) remain un-remedied 40 days after written notice from you. 7.3 Without prejudice to any of our rights under this Agreement, we have the right to may terminate this Agreement or suspend our provision and/or any Contract with immediate effect following service of Services to you without notice, and to be compensated by you for any losses or expenses incurred by us, a Termination Notice if: 7.3.1 You shall fail to observe or perform any term of this Agreement or shall be in breach of any term and such default or breach (iif capable of remedy) you do not make payments shall continue un-remedied 20 days after notice in writing specifying the breach and requiring the same to us when they are due or your Account Limit is exceeded; be remedied has been given, or (ii) you do not perform 7.3.2 You are adjudicated bankrupt or observe any other obligation under this Agreement (a “breach”) and where you have breached this Agreement and that breach can be remedied, you fail to remedy the breach within the reasonable time specified by us in our written notice requiring you to do so; (iii) make a voluntary arrangement between you and with your creditors is proposed, or a bankruptcy petition receiver or manager is presented appointed over all or part of your assets or you are subject to an administration order or a bankruptcy winding up order is made against you or you are sequestrated go into liquidation except for the purposes of a scheme of re- construction or a receiver amalgamation or trustee is appointed other similar events occur in respect relation to your solvency, or 7.3.3 You or any of your estate;Associated Undertakings wilfully damages our reputation and good name, or (iv) we 7.3.4 If in any period of 12 months there shall have reason been any delay or failure in performance under this Agreement on your part or resulting from any occurrence of an event or events of Force Majeure which delay, or failure shall have continued for an aggregate period of 6 months, or 7.3.5 We have reasonable grounds to believe suspect that you have provided are involved in fraudulent or other unlawful activity. 7.4 Following the termination of this Agreement under clause 7.3: 7.4.1 You shall Immediately pay to us with false, inaccurate or misleading information either for the purpose of obtaining the Services and/or the Equipment from us or at any time during the provision of the Services and/or the Equipment;sums due under this Agreement (v) you or another person at your premises commits, or is suspected in our reasonable opinion of committing, fraud or attempted fraud in connection with 7.4.2 Both parties shall discontinue the use of and (if and to the Services extent requested by the other party) destroy or deliver up to the Equipment (including the use requesting party all documentation containing Confidential Information of the Services requesting party and/or (to the extent requested by the requesting party) erase from any computer under its control any documents or files containing or referring to that Confidential Information in a manner that makes the Equipment to commit erased data irrecoverable. You shall ensure that any measures you take under this clause will not permanently erase or attempt to commit fraud); (vi) you do or allow anything to be done which is in breach damage any part of our User Policy; (vii); we are legally required to do so; (viii) you violate Section 20; or (ix) in our reasonable opinion it is otherwise necessary or desirable to do sonetwork. 11.2 Any exercise of our right to suspend the Services 7.5 It is expressly agreed that we shall not exclude our right be liable to later terminate this Agreement. We may refuse to restore the Services pay any severance payment or compensation to you until we receive an acceptable assurance from you that there will be no further breach. 11.3 If, for reasons outside our control, the provision loss of profits or maintenance loss of the Services to you proves impracticable, as determined in our sole discretion, we may discontinue the provision of the Services to you and refund you goodwill or for any Charges paid in advance by you to us. 11.4 If the Services are suspended other loss or damage howsoever arising as a result of a breach of this Agreement by you, we may impose a Charge to reflect our costs incurred in connection with suspending and/or recommencing the Services. In normal circumstances such Charge must be paid before expiry or termination for whatever the Services will be recommenced. You will continue to be liable to pay all Charges which are due for the Services and the Equipment during the period of suspension and any period in which you do not comply with this Agreement. Prior to restoring the Services following a breach of this Agreement by you (which restoration shall be at our absolute discretion), we may require assurances from you, a deposit from you or restrict the provision of the Services to you, in any form that we deem acceptable to ensure to our satisfaction that there will be no further breaches reason of this Agreement. 11.5 As well as your 7.6 Without prejudice to any other rights, you shall have the right to terminate this Agreement by notice to us in writing if we fail to perform or observe any material obligation of our rights under this Agreement and we may immediately suspend the provision of the Service (in the case whole or in part) without any liability whatsoever to you if we have served a Termination Notice under clause 7.3, or if you are in breach of a breach capable of remedy) we fail to remedy the breach within a reasonable time from receiving from you a written notice specifying such breach and requiring us to remedy ityour obligations under clause 5. 11.6 After 7.7 In the Minimum event of your termination of an Order within the Initial Period expires this Agreement will continue until it is terminated by either or any Renewal Period you shall be obliged to immediately pay to us: 7.7.1 100% of you or us giving the other one month’s prior notice. You must pay all relevant remaining Monthly Charges up set out in each Order from the termination date to the end expiry of that one month notice periodthe Initial Period or Renewal Period, and; 7.7.2 Call and Usage Charges from the date of the Termination Notice to the expiry of the Initial Period or any Renewal Period for any Order which shall be based on the preceding 3 months’ Call and Usage Charges, or if terminated within the first 3 months following go-live, such Call and Usage Charges as shall have been reasonably anticipated by the Company. THE CUSTOMER HAS ACCEPTED THE PROVISIONS OF CLAUSE 7.7 AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND UNDERSTANDS THAT THE PRICE OF THE SERVICES WOULD BE SUBSTANTIALLY HIGHER WITHOUT SUCH AGREEMENT. 11.7 If you terminate this Agreement before the end 7.8 The provisions of the Minimum Period other than in the circumstances outlined in Paragraph 12 you must pay us a cancellation charges as per Paragraph 3. 11.8 Where this Agreement is terminated for any reason or if any of the Services are cancelled we will be entitled to retain any money (including deposit monies and/or advance payments) held by us, clauses 8 and to apply that money towards any obligation or debt which you may owe to us. 11.9 Termination or suspension 9 shall survive termination of this Agreement for whatever reason may result in the deletion of your remaining voice and email messages as well as all other data, and the closure of your email accounts and the disconnection of your telephone numbers, and we will be under no liability to you in respect of such deletion, closure and disconnectionAgreement.